Viewing: Educational Resources

May 13

May 13, 2016

Walk through the timeline of the Uniform Commercial Code (UCC)

Walk through the timeline of the Uniform Commercial Code (UCC)

In this timeline, Corporation Service Company® walks you through the history of UCC Article 9 from the 1700s through the changes planned for 2018. This outline of UCC Article 9 includes background on its inception, its initial publication, as well as the UCC Article 9 changes and amendments and the reasoning behind these updates. It charts all the changes in the law from the 1700s to those planned for 2018, including links, forms, amendments, and pending legislation. Visit cscglobal.com for the…
May 13

May 13, 2016

New annotations provide insight for New York business law

New York is one of the top states in the nation for incorporation and business formation, and New York courts are frequently called upon to interpret business statutes, such as recent cases addressing liability of LLC members, dissolution of a foreign business entity by a New York court, the attorney-client privilege of a corporation, the merger of non-profit corporations, and the demand requirement in derivative suits. Legal and business professionals working with New York entities need a way to stay…
Apr 13

April 13, 2016

The DuPont Legal Model: A Playbook for Success

The DuPont Legal Model: A Playbook for Success

DuPont has worked with dozens of law firms on dozens of matters. But at the start, there was no cohesive strategy for working together—no coherent set of criteria that tied the law firms’ goals to DuPont’s goals. There was no benchmark for success. And there was not nearly enough diversity. The legal department was a cost center and it was far more confusing and inefficient than it had to be. To learn more, join us on Wednesday, April 27 at…
Jun 9

June 9, 2015

2015 Qualification Handbook: Understand how to do business outside your state

What does it mean to qualify to do business in a foreign state? Is it something your company needs to do? What happens if you don’t qualify? In order to do business legally in a “foreign” state, i.e., any state other than your state of formation, you must first qualify to do business there by filing with the Secretary of State or equivalent agency and paying a fee. In order to maintain good standing in that state, you’ll need to…
May 29

May 29, 2015

Keystone State Makeover: Changes to Pennsylvania’s business law promise easier entity conversions and more

Pennsylvania corporations are formed and operated under the state’s Business Corporation Law of 1988, which is part of Title 15 of the Pennsylvania Consolidated Statutes.  In general, any changes to the law begin with the Pennsylvania Bar Associations’s Drafting Committee, which penned the original legislation and continues to fine-tune it to place it on an equal footing with the statutes adopted by other states. On July 1, 2015, significant new updates to the Pennsylvania statutes will go into effect, bringing…
Apr 29

April 29, 2015

New York Laws Governing Business Entities – 2015 Spring Edition includes legislative updates and new case law

Amendments to New York’s business law, major changes to the Uniform Commercial Code and notable new cases are captured in the 2015 Spring Edition of New York Laws Governing Business Entities, now available from CSC®Publishing. The Spring 2015 Edition is updated through Chapter 4 of the 2015 New York Legislative Session, and includes amendments to the Business Corporation Law, Partnership Law, and Not-for-Profit Corporation Law, as well as extensive changes to the UCC (including a complete rewrite of Article 1)….
Mar 2

March 2, 2015

UCC Expert’s Corner: Court Finds “All Assets” Insufficient to Describe Collateral in Security Agreement

UCC Expert’s Corner: Court Finds “All Assets” Insufficient to Describe Collateral in Security Agreement

Secured parties generally have a lot of flexibility in how they describe the collateral on a UCC financing statement. The financing statement only needs to reasonably identify the assets subject to the security interest. The secured party may describe the collateral by a variety of different methods ranging from a specific description up to a supergeneric statement of “all assets.” The “all assets” collateral description, however, is not sufficient for all purposes, such as the security agreement. A secured party…
Feb 26

February 26, 2015

The Delaware Effect: How (and why) the nation’s second-smallest state became a coveted business domicile

By: Ian McConnel, Director of Government Affairs and Associate General Counsel at Corporation Service Company® (CSC®) Delaware notched a new state record in 2014, when roughly 169,000 new business entities were formed here. The 2014 figure handily beat the former high-water mark, in 2007, of 162,000 Delaware formations, and exceeded the number of 2013 filings by 10%.  At last count, 65% of all Fortune 500® companies were incorporated in Delaware, and during the last 10 years, 85% of all initial…
Feb 3

February 3, 2015

UCC Expert’s Corner: Termination Statement Filed by Mistake Proves Costly for Secured Party

UCC Expert’s Corner: Termination Statement Filed by Mistake Proves Costly for Secured Party

In a long-anticipated decision, the United States Court of Appeals for the Second Circuit finally resolved a case where the issue was whether a termination statement filed by mistake was nevertheless effective.   The stakes were high because the allegedly terminated financing statement perfected the security interest for a $1.5 billion loan. Unfortunately for the secured party, the court found that the record was authorized despite being filed by mistake.   Therefore, the termination statement was effective.   The progress of this case…
Jan 6

January 6, 2015

UCC Expert’s Corner: Certificate of Title Perfected Lien Despite Truncated Secured Party Name

UCC Expert’s Corner: Certificate of Title Perfected Lien Despite Truncated Secured Party Name

By Paul Hodnefield, Esq. In general, UCC Article 9 requires security interests in motor vehicles not held as inventory to be perfected under state certificate of title law. Normally, this means the secured party must have its lien noted on the certificate of title document or its electronic equivalent. But what happens when the certificate contains errors or omissions in the secured party’s information? Article 9 addresses the impact of errors or omission in a financing statement, but is silent…